Power transactions and trends: Q1 2018 - EY

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Power transactions and trends: Q1 2018 - EY
Power
transactions
and trends:
Q1 2018
Power transactions and trends: Q1 2018 - EY
3                                                                  6
Contents
                                                                                    14

                                                  20

                                                                                    25
3          Overview                                14 Europe                                        25 Africa and
6          Americas                                20 Asia-Pacific                                            the Middle East

                                         EY Global Transaction Advisory Services (TAS)
    On the web or                        Power & Utilities (P&U) contacts
    on the move                          Miles Huq                 Sara Richardson           Shikhar Gupta             Anjushi Joshi
    Power transactions                   EY Global Transactions    EY Global TAS P&U         EY Global P&U Analyst     EY Global P&U Analyst
                                         P&U Leader                Associate Director        +91 124 470 1233          +91 124 469 2734
    and trends is also                   Baltimore, Maryland, US   and Resident              shikhar.gupta@in.ey.com   anjushi.joshi@in.ey.com
    available online at                  +1 410 783 3735           +61 7 3243 3758               @ShikharGupta_EY          @anjushi_joshi
                                         miles.huq@ey.com          sara.richardson@au.ey.com
    ey.com/ptt.                              @MilesHuq                 @sararichardson2

2    | Power transactions and trends: Q1 2018
Power transactions and trends: Q1 2018 - EY
Overview
Megadeals drive eight-year high in deal value
• 15 multi-billion-dollar deals formed 90% of deal value
• 48% contributed by one European megadeal

Chart 1: Global P&U deal value by segment                                                      Chart 2: Global P&U deal value and volume by region
(announced asset and corporate-level deals, Q1 2016–Q1 2018)                                   (announced asset and corporate-level deals, Q1 2016–Q1 2018)
     110                                                                                             110                                                          140
     100                                                                                             100
      90                                                                                              90                                                          120
      80                                                                                              80                                                          100

                                                                                                                                                                       Number of deals
      70                                                                                              70
      60
US$b

                                                                                                      60                                                          80

                                                                                              US$b
      50                                                                                              50
      40                                                                                                                                                          60
                                                                                                      40
      30
      20                                                                                              30                                                          40
      10                                                                                              20
                                                                                                      10                                                          20
       0
             Q1       Q2       Q3       Q4      Q1       Q2       Q3       Q4      Q1                  0                                                          0
            2016     2016     2016     2016    2017     2017     2017     2017    2018                      Q1   Q2   Q3   Q4   Q1   Q2   Q3   Q4   Q1
                                                                                                           2016 2016 2016 2016 2017 2017 2017 2017 2018
              Generation     Renewables      T&D           Integrated
              Water and waste water     Others                                                             Americas   Europe    Asia-Pac      Deal Volume
Source: EY analysis based on Mergermarket data.

In Q1 2018, deal value in the global                            for fewer desirable opportunities                        competitors. In addition, investors’
power and utilities (P&U) sector                                amid historically low interest rates,                    desire for opportunistic investment
rose to an all-time quarter high of                             high stock valuation currency and                        in the P&U sector is growing rapidly,
US$97b and deal volume increased                                robust access to the capital markets.                    resulting in a highly competitive deal
to 128. This record first quarter                               The trend of financial sponsors’1                        market. Financial sponsors have
highlights an increased willingness                             involvement in the P&U market has                        raised substantial capital over the
from industry executives to transact,                           strengthened since 2017 and is                           past three years, and we see large
as demonstrated in EY’s 18th Edition                            expected to continue.                                    amounts of “dry powder” looking for
of the Global Capital Confidence                                                                                         appropriate power, utilities and energy
                                                                A more complex deal environment
Barometer.                                                                                                               infrastructure deals. Against this
                                                                is emerging, driven by several
                                                                                                                         backdrop, both financial sponsors and
We see continued strong interest                                factors. New technology and new
                                                                                                                         corporates are seeking to strategically
in regulated businesses, including                              competitors are aggressively
                                                                                                                         align their portfolios.
electricity transmission and                                    challenging the traditional monopoly
distribution (T&D), contracted power                            mindset, resulting in disruptive                         We see several trends with global
generation, water distribution and                              trends, including government and                         relevance. First, it appears that there is
treatment businesses, as well as                                regulatory change, a changing                            a shift away from coal-fired generation,
renewable energy assets. Favorable                              generation mix, grid defection,                          as demonstrated by the segment’s deal
M&A conditions look set to heat up                              increasing customer expectations                         value and low multiples this quarter. A
further as investors bid aggressively                           and the entry of nontraditional                          number of regions are accelerating the

1
    Defined in this report as private equity funds, infrastructure funds, sovereign wealth funds and pension funds.

                          US$97b                                                 US$46.6b                                          32
                                                                                                                                   deals in solar assets totaling
                          global deal value                                      largest deal of the                               US$4.1b and forming 25%
                                                                                 quarter                                           of total deal volume

                                                                                                                               Power transactions and trends: Q1 2018 |                  3
Power transactions and trends: Q1 2018 - EY
retirement of coal generation, while                     deals in Q1 2018 were in renewables.               renewable assets themselves,
others are banning the development                       Investors have historically sought                 further propelling the renewable
of new coal plants. The profitability of                 clean energy deals backed by power                 energy subsector.
coal-fired generation is struggling in                   purchase agreements (PPAs) with
                                                                                                            Third, this rise of renewables,
most regions.                                            regulated utility offtakers; however,
                                                                                                            as well as the growing adoption
                                                         corporations are now stepping into
Second, both M&A and greenfield                                                                             of electric vehicles (EVs) in many
                                                         that role and signing PPAs directly
investment in renewable energy                                                                              markets, has boosted interest
                                                         with project sponsors. Renewable
are gaining speed, driven by policy                                                                         and investment in supporting
                                                         developers also face increased
support and improving economics as                                                                          technologies, such as batteries,
                                                         competition as many utilities are
the cost of renewables continues to                                                                         and infrastructure, including
                                                         beginning to build, own and operate
decline. Nearly half of all announced                                                                       EV charging stations.

Trading multiples dashboard, Q1 2018
                                            Current multiples       Historic multiples      Forward EBITDA CAGR           Historic EBTIDA CAGR
                                            Market capitalization   Market capitalization   Two-year forward from         Five-year (Q1 2013–
                                            weighted average        weighted average        Q1 2018 compound              Q1 2018) CAGR of
                                            EV/NTM EBITDA           EV/LTM EBITDA           annual growth rate (CAGR)     select utilities’ market
                                            trading multiples       trading multiples for   of select utilities’ market   capitalization weighted
                                                                    Q1 2013–Q4 2017         capitalization weighted       adjusted EBITDA
                                                                                            adjusted EBITDA
    Transmission and distribution (T&D)             10.6                    10.4                       1.7%                           6.3%
    Renewable energy (RE)                           15.0                    15.9                       3.3%                           4.7%
    Integrated utilities                            11.9                      9.9                      2.2%                           4.3%
    Independent power producers (IPPs)              10.8                    20.0                         nm                             nm
    Water and wastewater (W/WW)                     14.5                    12.2                       3.0%                           4.0%
    Americas                                        12.6                    13.7                       3.2%                           5.2%

    TD                                              11.1                    10.5                       0.8%                           0.2%
    RE                                              11.4                    12.8                       2.3%                           4.3%
    Integrated                                        7.2                     8.4                      0.8%                          –3.9%
    IPP                                               n/a                     n/a                        n/a                            n/a
    W/WW                                              n/a                     n/a                        n/a                            n/a
    Europe                                            8.7                   10.6                       1.2%                          –2.8%

    TD                                                9.4                   10.7                       3.0%                           1.0%
    RE                                              11.3                    10.7                       6.0%                           5.0%
    Integrated                                        8.1                   11.8                       3.0%                          13.0%
    IPP                                               9.1                   12.8                       6.0%                           2.0%
    W/WW                                              n/a                     n/a                        n/a                            n/a
    Asia-Pacific                                      9.5                   12.2                       3.0%                          12.0%

                                            Key

    EV/EBITDA multiples                     Multiples currently     Multiples currently     Multiples currently           Multiples currently trading at
                                            trading at a high       trading at a slight     trading at a slight           steep discount
                                            premium                 premium                 discount

                                 High                                                                                                                      Low

    EBITDA CAGR                             EBITDA CAGR
Power transactions and trends: Q1 2018 - EY
Finally, investors continue to be                     The world continues to be divided on           Overall, the start of 2018 has
attracted to network deals globally.                  investment in nuclear energy. In some          delivered a robust environment for
While these large deals are becoming                  countries, policy is the determining           sellers with premium asset valuations
increasingly hard to come by, their                   factor. From an economic perspective,          and highly favorable transaction
long-term, steady returns remain                      nuclear faces a similar fate to coal           terms. We are seeing strong
attractive to both corporates and                     in developed regions that have an              participation in the market from both
financial sponsors.                                   oversupply of generation or where              corporates and financial sponsors.
                                                      margins earned by nuclear generators           In many regions, this is an excellent
Some trends are more regionally
                                                      are squeezed as a result of lower              environment in which to sell assets
aligned. In countries that have
                                                      power prices — i.e., Western Europe            and earn premium valuations with
a high penetration of renewable
                                                      and the US. In regions with growing            astute investors taking advantage of
energy (particularly Australia and
                                                      electricity demand — developing                regional valuation differences — as
parts of Europe), investment in
                                                      countries in Asia, Africa and the              always, timing is of the essence in
gas-fired generation is becoming
                                                      Middle East — investment in nuclear            dealmaking markets.
increasingly important to help balance
                                                      is on the rise.
intermittency.

Global capital flows, Q1 2018
Image 1: Investment activity globally by country (Q1 2018)*

   Germany                       Luxembourg
                                 Investment value                                 UK                  France                  Switzerland
   Investment value                                                                                                           Investment value
                                 US$0.9b (1%)                                     Investment value    Investment value
   US$47.9b (49%)                                                                                                             US$0.9b (1%)
                                                                                  US$5.2b (29%)       US$0.9b (5%)
                                                                                                                              Investment value
                                                                                                                              US$1.7b (9%)

                                                  Belgium
                                                  Investment value                                                                  China
      US                                          US$1.2b (7%)                                                           Investment value
      Investment value                                                                                                      US$4.8b (5%)
      US$25.3b (26%)                                                                                                     Investment value
      Investment value                                                                                                      US$0.9b (5%)
      US$4.8b (27%)

                                                               Spain
                                                               Investment value
                     Chile
                                                               US$10.4b (11%)                  Australia
                                                                                               Investment value
                     Investment value
                                                            Rest of the world                  US$1.6b (9%)
                     US$3.3b (3%)
                                                            Investment value
                                                            US$3.6b (4%)
                                                            Investment value                                          Total
                                                            US$1.5b (8%)                                                  Investment value
                                                                                                                          US$97b
      Top investment destinations                  Top outbound investing countries                                       Investment value
                                                                                                                          US$17.8b
  *Note: Percentages may not add to 100% due to rounding.

                                                                                                         Power transactions and trends: Q1 2018 |   5
Power transactions and trends: Q1 2018 - EY
Power transactions and trends Q1 2018

    Americas
    Acquisition of integrated assets
    drive deal value

Deal value in the Americas power and utilities (P&U)           of Energy (DoE) to keep power stations running during
sector rose to US$29.4b in Q1 2018, with increases in          war and natural disasters. While there is debate on
both value and volume driven by low interest rates, robust     whether plant closures are a national security risk, Energy
access to capital and favorable transaction terms. Eight       Secretary Rick Perry has indicated his support for the
multi-billion-dollar investments contributed US$25.2b.         bailout. State support to protect nuclear also remains
Almost half (49%) of the quarter’s transactional value was     strong; after months of lobbying, in April, New Jersey
contributed by the announced all stock merger of SCANA         became the third US state (after New York and Illinois) to
Corporation and Dominion Energy. This deal is a strategic      invoke a retail surcharge to subsidize nuclear power.
move by Dominion, whose proposed purchase offers
SCANA a way to ease concerns from customers, regulators        Chart 3: Americas deal value and volume, by segment
and investors after its failed new nuclear construction        (announced asset and corporate-level deals, Q1 2016–Q1 2018)
project in South Carolina. The completion of this deal faces          80                                                       50
an uphill battle on current terms after South Carolina’s              70
                                                                                                                               40
Senate voted to cut the money SCANA can collect from its              60
                                                                                                                                    Number of deals
                                                                      50
customers to cover the stranded costs of building the plant.                                                                   30
                                                               US$b

                                                                      40
                                                                                                                               20
In the US, mounting pressure on merchant generators                   30
                                                                      20
is prompting some companies to seek federal and state                                                                          10
                                                                      10
government support. In just one of many examples of                    0                                                       0
                                                                            Q1   Q2   Q3   Q4   Q1   Q2   Q3   Q4   Q1
the retreat from merchant generation, First Energy filed                   2016 2016 2016 2016 2017 2017 2017 2017 2018
bankruptcy for both its coal and nuclear merchant power                    Generation     Renewables    T&D       Integrated
plants, citing an inability to compete with cheap gas and                  Water and wastewater    Others        Deal Volume
renewable energy. First Energy called for federal support      Source: EY analysis based on Mergermarket data.
to invoke Section 202(c), which allows the US Department

                                  US$29.4b                                                      US$17b
                                   deal value, 32% increase
                                                                              $                  deal value in integrated assets,
                                                                                                 58% of total deal value
                                   from Q4 2017

6   | Power transactions and trends: Q1 2018
These developments play out against a backdrop of               the US averaged US$0.13/kWh, and the DoE forecasts
investment in renewable energy, with Q1 2018 hosting            that rooftop photovoltaic (PV) solar could cost as little
22 clean energy deals worth US$3.1b. After initial concerns     as $0.05/kWh by 2030. In Central and South America,
that federal tariff increases on imported solar cells would     greenfield investment in renewable energy is becoming
slow the US industry, a continued decline in prices has         highly competitive, with 1,672 renewable projects
sustained momentum in this segment. At the end of 2017,         registered to bid for a 1 GW auction in Brazil in April 2018.
the national average retail electricity rate to customers in

  Q1 2018 transactional highlights
  • S
    ► upport for EVs increases:               US$14.3b (completion contingent          and Vistra Energy and Dynegy
    In January, US-based Pacific Gas          on shareholder and regulatory            announced their merger that
    and Electric Company launched             approvals).                              same year.
    a US$130m program to build
                                             • Gas asset deals boost generation      • Corporate investors bet big:
    7,500 EV charging stations in
                                               M&A: Value of generation M&A            Corporate buyers announced
    California. In Maryland, utility
                                               tripled from Q4 2017 to reach           30 deals totaling US$23.1b —
    companies are supporting plans to
                                               US$8.2b, while deal volume in this      79% of total regional deal value.
    invest US$104m to install 24,000
                                               segment doubled from 5 to 10            In contrast, financial sponsors
    charging stations, with the initiative
                                               over the same period. The number        announced 12 deals worth
    to be supported by charging
                                               of publicly traded independent          US$6.3b.
    customers 25 to 42 cents more a
                                               power producers (IPPs) continues
    month on their electricity bills.                                                • Domestic deals dominate: Almost
                                               to shrink through M&A by
                                                                                       all (90%) deal value was domestic,
  • M&A in integrated assets drives            private equity buyers. In 2016,
                                                                                       with only US$2.9b contributed
    deal value: Investments in US              Riverstone acquired 100% of Talen
                                                                                       from cross-border buyers.
    integrated assets drove 57% of the         Energy, Energy Capital Partners
    region’s deal value and included           announced the take private of         • Renewable deals increase:
    the quarter’s biggest deal: the            Calpine Corporation, NRG made           Investment in renewables rose
    Dominion-SCANA merger for                  significant divestitures in 2017,       24% to reach US$3.1b.

                                                                                           Power transactions and trends: Q1 2018 |   7
Americas regional capital flows, Q1 2018
Image 2: Investment activity in Americas by country, (Q1 2018)*

                         US
                         Investment value                                                        Canada
                         US$25.3b (86%)                                                          Investment value
                         Investment value                                                        US$0.6b (12%)
                         US$4.8b (88%)

                                                 Colombia
                                                 Investment value
                                                 US$0.3b (1%)                                               Brazil
                                                                                                            Investment value
                                                                                                            US$0.3b (1%)

                                                   Chile                                        Argentina
                                                   Investment value                             Investment value
                                                   US$3.3b (11%)                                US$0.3b (1%)                  Total
                                                                                                                              Investment value
                                                                                                                              US$29.4b
                                                                                                                              Investment value
           Top investment destinations                Top outbound investing countries
                                                                                                                              US$5.5b
       *Note: Percentages may not add to 100% due to rounding.

Top five Americas deals, Q1 2018
All deal values indicated are announced deals with disclosed enterprise values comprising equity and debt components.
    Announcement       Target                 Target country/    Bidder                 Deal value    Bidder rationale                          Segment
    date                                      bidder country                            (US$)

    3 January          SCANA                  US/US              Dominion Energy Inc.   14.3b         Expands Dominion’s presence in the        Others:
                       Corporation                                                                    Southeast; increases its compounded       integrated
                                                                                                      annual earnings-per-share target
                                                                                                      growth rate to 8% through 2020
                                                                                                      and reduces customer bills through
                                                                                                      refunds of US$1.3b
    16 February        Enel Generación        Chile/Chile        Enel Chile S.A.        3.3b          Aligns with Enel Chile’s strategy         Generation:
                       Chile (40.02%                                                                  to consolidate the Chilean energy         hydro, wind,
                       stake)                                                                         companies of majority shareholder         thermal
                                                                                                      Enel S.p.A and strengthen its
                                                                                                      leadership of Chile’s energy market
    5 February         8point3 Energy         US/Switzerland     Capital Dynamics       1.7b          Boosts CDAG’s global presence in          Renewables:
                       Partners LP                               AG (CDAG)                            solar, wind, biomass, combined-cycle      solar
                                                                                                      gas and waste gas-fueled power
                                                                                                      generation technology
    22 January         FirstEnergy Corp       US/US              GIC Private Limited;   1.6b          Reduces FirstEnergy’s company debt        Others:
                       (equity injection)                        Elliott Management                   and helps the business prepare to exit    integrated
                                                                 Corporation;                         merchant generation and focus on
                                                                 Bluescape Resources                  regulated business activities
                                                                 Company LLC
    7 February         NRG Yield Inc.         US/US              Global                 1.4b          Enables GIP to capitalize on              Generation:
                       (46.00% stake);                           Infrastructure                       increasing market demand for low          renewable
                       NRG Energy Inc.                           Partners (GIP)                       cost, clean energy                        and thermal
                       (100.00% stake)
                                                                                                               Sources: EY analysis based on Mergermarket data.
8     | Power transactions and trends: Q1 2018
Valuations snapshot
The P&U sector traded                                       T&D assets in Q1 2018 traded at an                            the past five years, the CAGR of
                                                            average EV/NTM EBITDA multiple of                             renewable energy EBITDA was 4.7%;
at a current market                                         10.6x, a 2% premium to the historic                           however, analysts predict it to reach
capitalization weighted                                     average multiple of 10.4x. The T&D                            3.3% for the next two years.
                                                            EV/NTM EBITDA traded at a discount
average EV/NTM EBITDA                                                                                                     Integrated assets traded at an
                                                            of 16% to the sector average. Lower
(enterprise value by next                                   forecasted EBITDA growth may be
                                                                                                                          average current EV/EBITDA multiple
                                                                                                                          of 11.9x, a 20% premium to the
12 months’ earnings before                                  a contributing factor to T&D assets
                                                                                                                          historic average multiple of 9.9x.
                                                            trading at a 16% discount to the
interest, tax, depreciation                                 sector average on an EV/NTM EBITDA
                                                                                                                          This was demonstrated by the
                                                                                                                          implied offer price of acquisition for
and amortization) multiple                                  basis. Over the past five years, the
                                                                                                                          SCANA Corporation by Dominion that
of 12.6x during Q1 2018,                                    compound annual growth rate (CAGR)
                                                                                                                          represented a premium of 38.2% over
                                                            of T&D EBITDA was 6.3%; however,
an 8% discount to the                                       analysts predict this to slow to 1.7%
                                                                                                                          SCANA’s last trading day closing share
                                                                                                                          price. Over the past five years, the
long-term (five-year) historic                              over the next two years.
                                                                                                                          CAGR of integrated asset EBITDA was
market capitalization                                       Renewable assets traded at an                                 4.3%, but analysts predict this to slow
                                                            average current EV/EBITDA multiple                            to 2.2% for the next two years.
weighted average multiple
                                                            of 15.0x, a 6% discount to the historic
of 13.7x. Renewables and                                    average multiple of 15.9x. The
                                                                                                                          IPP assets traded at an average
                                                                                                                          current EV/EBITDA multiple of 10.8x,
water and wastewater                                        renewable assets EV/NTM EBITDA
                                                                                                                          a 46% discount to the historic average
                                                            multiple traded at a premium of 19%
companies traded at                                         to average sector valuations. M&A
                                                                                                                          multiple of 20.0x. The IPP EV/NTM
                                                                                                                          EBITDA multiple traded at a discount
a premium to sector                                         premiums may be a contributing
                                                                                                                          of 14% to the sector average. We have
multiples, while others                                     factor to renewable assets trading at
                                                                                                                          not included analysis of the EBITDA
                                                            a 19% premium to the sector average
assets traded at a discount.                                on an EV/NTM EBITDA basis. Over
                                                                                                                          growth for IPPs, as subsector market
                                                                                                                          consolidation, including the merger of

Chart 4: Market capitalization weighted average EV/NTM EBITDA                             Chart 5: Adjusted market capitalization weighted EBITDA CAGR
trading multiples for select utilities (Q1 2013–Q1 2018)                                  for select utilities2

45.0x                                                                                          6.3%
40.0x
35.0x                                                                                                                                                          5.2%
                                                                                                                               4.7%
30.0x                                                                                                              4.3%
25.0x                                                                                                                                           4%
                                                                                                                                   3.3%              3%             3.2%
20.0x
15.0x                                                                                                                 2.2%
                                                                                                   1.7%
10.0x
    5.0x
    0.0x
        Mar           Mar           Mar           Mar           Mar           Mar                T&D           Integrated     Renewables        Water           Sector
       2013          2014          2015          2016          2017          2018
               T&D          Renewbales         Integrated        IPP                         Five-year historic EBITDA CAGR      Two-year forward EBITDA CAGR
               Water and wastewater           Sector

Sources: Bloomberg, EY analysis.
Note: The valuations analysis only contains pure-play publicly listed companies in each relevant market segment.
2
     istoric EBITDA CAGR: five-year (Q1 2013–Q1 2018) compound annual growth rate (CAGR) of select utilities’ market capitalization weighted adjusted EBITDA;
    H
    two-year forward EBITDA CAGR: two-year forward from Q1 2018 compound annual growth rate (CAGR) of select utilities’ market capitalization weighted adjusted EBITDA.

                                                                                                                              Power transactions and trends: Q1 2018 |     9
Vistra Energy and Dynegy and the private equity takeover    sector have been consistent, allowing the companies to
of Calpine, does not provide for a significant population   be not only consistent dividend payers but also reliable
for analysis.                                               sources of modest dividend growth. This highlights
                                                            ongoing demand for these assets. The US$1b merger
Water and wastewater assets traded at an average
                                                            of Connecticut Water Service (CWS) and SJW Group
EV/NTM EBITDA multiple of 14.5x, a 19% premium to
                                                            demonstrated these assets’ premium valuations — the
the historic average multiple of 12.2x. The water and
                                                            implied offer was 17.7% higher than CWS’s share price.
wastewater EV/NTM EBITDA multiple traded at a premium
                                                            Over the past five years, the CAGR of EBITDA grew at a
of 15% to the average sector valuations. Capital spending
                                                            rate of 4%, with analysts predicting a CAGR of 3% over the
and subsequent earnings growth across the water utility
                                                            next two years.

10   | Power transactions and trends: Q1 2018
M&A capital outlook and investment hotspots
• Increasing momentum in                                             respectively). This development        In March, DPL Inc. sold around
  renewables: US-based NextEra                                       highlights that utilities are          1 GW of generation assets for
  plans to invest US$2.1b in wind                                    increasingly looking to M&A as a       US$241m — the deal saw the
  energy through 2020, while Duke                                    cheaper way to fund investments        company’s senior unsecured debt
  Energy will invest US$425m in                                      for infrastructure upgrades.3 In       ratings upgraded from Ba3 to Ba2.
  renewables during 2018. A deal                                     an interview with Miles Huq, Aqua      We expect other companies to
  that will see Canada Pension                                       America Chief Financial Officer        make similar moves through 2018.
  Plan Investment Board acquire                                      David Smeltzer emphasised the
                                                                                                         • Brazil to attract investors: Buyers
  US$582.3m of NextEra wind and                                      importance of growth through
                                                                                                           are expected to be interested
  solar assets is set to close in                                    acquisitions.
                                                                                                           in the sale of a stake in state-
  Q2 2018. Utilities are planning
                                                                 • Focus remains on integrated             owned utility, Eletrobas, as well
  solar investments to take advantage
                                                                   assets: These assets will remain        as government plans to invest
  of the federal solar investment tax
                                                                   attractive to buyers. Financial         US$300m to develop renewable
  credit before it drops permanently
                                                                   sponsors are rumored to be              energy plants in Brazil’s northeast.
  to 10% after 2021. Total planned
                                                                   interested in acquiring US
  solar capex is expected to be                                                                          • Energy reforms in Argentina:
                                                                   electricity retailer Puget Energy,
  US$9.7b in 2018, US$10.7b in                                                                             The Compania Administradora
                                                                   whose business is valued at US$7b.
  2019 and US$9.5b in 2020.                                                                                del Mercado Mayorista Electrico
                                                                   Meanwhile, CenterPoint Energy
                                                                                                           SA (Cammesa) is planning to
• Increasing focus on water utilities:                             announced plans to acquire
                                                                                                           deregulate Argentina’s wholesale
  Q1 2018 saw three water utility                                  US electricity retailer Vectren
                                                                                                           electricity market to cut subsidies
  deals with a combined disclosed                                  for US$8.5b.
                                                                                                           and rationalize power prices.
  value of US$1b. The announced
                                                                 • Continued exit from merchant
  merger of CWS and SJW Group
                                                                   generation: Companies are
  saw the unusual occurrence of
                                                                   shedding merchant generators in
  both utilities receiving unsolicited
                                                                   favor of T&D and renewable assets
  bids (from Eversource Energy
                                                                   that offer safe, stable returns.
  and California Water Service,

3
    Please note, at the time of publication, both unsolicited takeover bids were rejected.

        EY Americas Transaction Advisory Services P&U contacts

        Miles Huq                                               Robert Leonard                           Lucio Teixeira
        EY Global Transactions P&U Leader                       US Southeast TAS                         Latin America South TAS
        US Northeast TAS P&U Leader                             Power & Utilities Leader                 Power & Utilities Leader
        Baltimore, Maryland, US                                 Charlotte, North Carolina, US            Sao Paulo, Brazil
        +1 410 783 3735                                         +1 704 335 4236                          +55 11 2573 3008
        miles.huq@ey.com                                        rob.leonard@ey.com                       lucio.teixeira@br.ey.com

        Stephanie Chesnick                                      Robert A Jozwiak                         Rafael Aguirre Sosa
        US TAS Power & Utilities Leader                         US Central TAS                           Latin America North TAS
        Houston, Texas, US                                      Power & Utilities Leader                 Power & Utilities Leader
        +1 713 750 8192                                         Chicago, Illinois, US                    México, D.F., Mexico
        stephanie.chesnick@ey.com                               +1 312 879 3461                          +52 55 5283 8650
                                                                robert.jozwiak@ey.com                    rafael.aguirre@mx.ey.com
        Mitch Fane
        US Southwest TAS                                        Gerard McInnis
        Power & Utilities Leader                                Canada TAS Power & Utilities Leader
        Houston, Texas, US                                      Calgary, Alberta, Canada
        +1 713 750 4897                                         +1 403 206 5058
        mitchell.fane@ey.com                                    gerard.mcinnis@ca.ey.com

                                                                                                               Power transactions and trends: Q1 2018 |   11
The US water and wastewater sector
                                                is on the brink of transformative
                                                change, with huge investment needed
                                                to upgrade aging infrastructure.
                                                Miles Huq — EY’s new Global P&U
                                                Transactions Advisory Leader — spoke
                                                to David Smeltzer, Chief Financial
                                                Officer at Aqua America to get his
                                                perspective on the sector.

                                                David Smeltzer is Executive Vice
                                                President and Chief Financial Officer
                                                for Aqua America, Inc. In this role,
                                                he oversees all financial functions
                                                including accounting, tax, treasury,
                                                planning, Sarbanes-Oxley compliance
                                                and capital spending in regards to
                                                return on investment.

change
Waves of

12   | Power transactions and trends: Q1 2018
Collaborative                                Growth + capital =                           economies of scale to deliver the
                                                                                          best solution for the rehabilitation
approach to                                  long-term success                            of the American water system.”
regulatory change                            Once a small regional utility, Aqua         “Our nation’s water and wastewater
                                             America is now one of the US’s                infrastructure is not at an acceptable
David Smeltzer joined Aqua America in
                                             biggest, serving three million people         standard for a country like the US. We
1986 and held various leadership roles
                                             across eight states. Smeltzer says            expect to be part of that correction —
before moving into his current position
                                             growth through acquisitions is critical.      it’s just a matter of time.”
of Chief Financial Officer. Aqua is one of
the US water sector’s strongest utilities,   “Growth creates economies of scale,
delivering steady dividends and some of        which delivers savings and keeps          Never accept the
the industry’s highest yields.                 rates in check. You need growth
                                               and capital together to create the        status quo
But the line between steady and
                                               best outcome over the long term.”         David Smeltzer retires this October
stagnation can be a fine one. In the
1990s, when regulatory inertia               Aqua’s dedicated integration                but his passion for the sector he’s
threatened to cripple growth,                team has been a key element of              helped shape shows no sign of waning.
Smeltzer led the charge for sweeping         ensuring smooth transactions. Being         “I see tremendous opportunities in US
changes including the Distribution           transparent is also important, says           water. It’s a business in continuous
System Improvement Charge (DSIC).            Smeltzer, especially when bills may           growth.”
                                             rise post-sale.
“We needed major continuous                                                             Lessons learned over his career
  capital investment to replace aging        “Government officials go into the sale     include the importance of treating
  infrastructure and found ourselves           process with eyes wide open. We           employees well — “they are where it all
  filing rate cases too frequently. The        tell them what their bills will be over   happens” — as well as a timely call to
  introduction of DSIC allowed utilities       the next 10 years, including rate         action for a sector in transformation.
  to more proactively replace aging            increases relative to capital that
                                                                                         “Never accept the status quo. We’ve
  infrastructure for our customers and         we’ll deploy, and how we’ll create
                                                                                           done over 300 acquisitions, we’ve
  recover returns on capital investment        water of a better, safer quality.”
                                                                                           initiated scores of regulatory changes
  through regularly updated bill
                                             Private sector investment in US               and continuous improvement
  surcharges, rather than waiting
                                             water can be controversial, but               through rethinking commission
  for costly rate cases.
                                             recent incidents such as that in Flint,       practices and rethinking our internal
“We worked collaboratively with public      Michigan have opened the door to              practices.
  utility commissions (PUCs) to adapt        new opportunities.
                                                                                         “When practices need to change, don’t
  regulation to changing conditions.
                                             “The time when municipalities can            bully your way through — do it in a
  You don’t want to try to dictate
                                               provide water services at a lower cost      collaborative way.”
  change but work together to
                                               than the private sector is coming to a
  address the issue.”                                                                    “It’s about making life better for
                                               close. Regulated companies bring our
                                                                                           everyone.”

                                                                      Introducing Miles Huq
                                                                      Miles Huq became EY Global Transactions P&U Leader
                                                                      in April 2018. Based in the Northeast US region, Miles
                                                                      has more than 20 years’ experience in corporate
                                                                      finance, with a particular focus on power and utilities.

                                                                                              Power transactions and trends: Q1 2018 |   13
Power transactions and trends Q1 2018

 Europe
     Megadeal set to restructure
     German electricity market

In Q1 2018, the European power and utilities (P&U) sector       transactions of a similar nature, as traditional utilities in
achieved a record deal value of US$61.3b, with 96% of this      Europe continue to feel pressure from renewable energy,
attributed to renewables, transmission and distribution         oversupply and declining demand.
(T&D), and integrated assets. The largest announced deal
                                                                Beyond this deal, Q1 2018 saw US$6.2b attributed to T&D
of the quarter — E.ON’s acquisition of Innogy — contributed
                                                                assets (financial sponsors contributed US$4.7b or 76%),
more than 76% of deal value. The deal sees E.ON
                                                                US$6.3b in renewable energy deals and US$1.3b in water
acquiring Innogy, with a series of asset swaps between
                                                                and wastewater deals.
E.ON and RWE to follow. If the transaction completes,
RWE will focus solely on generation, and E.ON will control      Chart 6: Europe deal value and volume, by segment*
networks and retail, with a strategic focus on intelligent      (announced asset and corporate-level deals, Q1 2016–Q1 2018)
networks. Though the deal sees RWE swap its regulated                  70                                                                   65
asset base, it is still expected to improve the company’s              60                                                                   55
stand-alone business risk profile with approximately 50%

                                                                                                                                                 Number of deals
                                                                       50                                                                   45
of its operating EBITDA (earnings before interest, tax,                40                                                                   35
                                                                US$b

depreciation and amortization) coming from contracted                  30                                                                   25
generation. The transaction will increase E.ON’s regulated             20                                                                   15
asset base from US$28.4b to US$45.6b, with a customer                  10                                                                   5
base of 50 million across Europe.                                      0                                                                    –5
                                                                             Q1   Q2   Q3   Q4   Q1   Q2   Q3   Q4   Q1
This complex deal is not expected to complete until the third               2016 2016 2016 2016 2017 2017 2017 2017 2018
quarter of 2019. When final, it will trigger a fundamental                  Generation     Renewables    T&D       Integrated
shift in the German power market, ending the era of                         Water and wastewater    Others        Deal Volume
vertically integrated utilities as the two largest utilities    Source: EY analysis based on Mergermarket data.
double down on one subsegment and focus on scale.               *Note: The E.ON, Innogy and RWE deal involves renewable, generation and network
Analysts predict that, if successful, the deal may spark more     assets and is categorized as integrated deal. Deal value is as announced in
                                                                  Mergermarket based on debt and equity components.

                               US$61.3b                                                           76%
                                deal value, more than four                                         of deal value contributed by
                                times that of Q4 2017                                              E.ON/Innogy deal (US$46.6b)

14   | Power transactions and trends: Q1 2018
Q1 2018 transactional highlights
• Renewable energy continues to      in Spain by the second half of        • Utilities bet big on energy
  attract investment: The quarter    2018. E.ON will partner with            storage: EDF has announced it will
  saw 30 clean energy deals with a   Nissan to explore opportunities         invest US$10b to develop 10 GW
  total value of US$6.3b.            in EV charging and energy               of battery storage assets through
                                     storage. Fortum has entered into        2035. Centrica plans to develop
• All-time low in conventional
                                     partnership with Hungarian utility      1 MW of battery storage at its UK
  generation deals: Q1 2018
                                     NKM National Utilities to expand        headquarters.
  hosted just two deals in gas and
                                     EV charging infrastructure in that
  coal assets, which were acquired
                                     country. The Russian Government
  by corporate investors for
                                     announced support for the
  undisclosed values.
                                     development of an EV charging
• More investment in electric        network as part of plans to replace
  vehicle (EV) technology: Enel      Moscow’s bus fleet with electric
  announced plans to develop a       buses by 2021.
  network of charging stations

                                                                                Power transactions and trends: Q1 2018 |   15
Europe regional capital flows, Q1 2018
Image 3: Investment activity in Europe by country, (Q1 2018)*

      UK                          Luxembourg
      Investment value            Investment value
      US$0.7b (1%)                US$0.9b (2%)
      Investment value
      US$5.2b (55%)

     Belgium                                                                                          Rest of the region
     Investment value
                                                                         Germany                      Investment value
     US$1.2b (13%)
                                                                                                      US$0.5b (
Valuations snapshot
During Q1 2018, the                                        T&D assets traded at a current                             Integrated assets traded at a current
                                                           weighted market capitalization                             market capitalization weighted
European P&U sector                                        average EV/NTM EBITDA multiple of                          average EV/NTM EBITDA multiple of
traded at a current market                                 11.1x, a 6% premium to the historic                        7.2x, a 14% discount to the historic
                                                           average multiple of 10.5x. The                             average multiples of 8.4x. Over the
capitalization weighted
                                                           current multiple was at a premium                          past five years, the CAGR of EBITDA
average EV/NTM EBITDA                                      of 27% to the current average sector                       was -3.9%, reflecting pressure on
(enterprise value by next                                  valuations, demonstrating a favorable                      earnings of major utilities; however,
                                                           investor sentiment toward this asset                       analysts predict some upside with
12 months’ earnings before                                 class. Over the past five years, the                       the CAGR growing to 0.8% for the
interest, tax, depreciation                                compound annual growth rate (CAGR)                         next two years – a trend in line with
and amortization) multiple                                 of EBITDA grew at 0.2%, similar to the                     observations that the European
                                                           0.8% CAGR forecasted for the next                          energy sector sees limited value in
of 8.7x, a 17% discount                                    two years.                                                 integrated assets.
to the long-term historic                                  Renewable assets traded at a current
average multiple of 10.6x.                                 market capitalization weighted
                                                           average EV/NTM EBITDA multiple of
T&D and renewable                                          11.4x, a 38% discount to the historic
companies traded at a                                      average multiple of 12.8x. The
                                                           EV/NTM EBITDA traded at an 11%
premium to the sector
                                                           premium to average sector valuations,
multiples: It appears                                      reversing the trend of the previous
that sentiment toward                                      two quarters. The five-year CAGR of
                                                           EBITDA was 4.3%; however, analysts
integrated assets is weak,                                 predict this to slow to 2.3% for the
as these traded at the                                     next two years.
biggest discount to sector
averages.

Chart 7: Market capitalization weighted average EV/NTM                                  Chart 8: Adjusted market capitalization weighted EBITDA CAGR
EBITDA trading multiples for select utilities (Q1 2013–Q1 2018)                         for select utilities4
25x                                                                                                                                      4.3%

20x                                                                                                                                             2.3%
                                                                                                                                                                   1.2%
                                                                                                     0.8%                  0.8%
15x                                                                                           0.2%

10x

    5x                                                                                                                                                     –2.8%
                                                                                                                   –3.9%
    0
    Mar           Mar              Mar          Mar           Mar            Mar                 T&D               Integrated           Renewables           Sector
    2013         2014             2015         2016          2017           2018
           T&D       Renewables          Integrated        Sector                           Five-year historic EBITDA CAGR         Two-year forward EBITDA CAGR

Source: Bloomberg, EY analysis.
Note: The valuations analysis only contains pure-play publicly listed companies in each relevant market segment.
 istoric EBITDA CAGR: five-year (Q1 2013–Q1 2018) compound annual growth rate (CAGR) of select utilities’ market capitalization weighted adjusted EBITDA;
H
4

two-year forward EBITDA CAGR: two-year forward from Q1 2018 compound annual growth rate (CAGR) of select utilities’ market capitalization weighted adjusted EBITDA.

                                                                                                                                Power transactions and trends: Q1 2018 |   17
M&A capital outlook and investment hotspots
• Renewables to remain investment                  • Increased investment in storage:              • Central and Eastern Europe
  priorities: Spain’s Iberdrola will                 Enel will build a 22 MW/12.5 MWh                to attract increasing energy
  invest US$14.1b in renewable                       lithium-ion storage system in                   investments: Under the 2017
  energy projects through 2022 —                     Germany after signing a US$21m                  initiative EU4Energy, the EU will
  37% of its capex spend over that                   agreement with German wind                      finance projects focused on energy
  period. In a US$220m deal, Enel will               turbine manufacturer Enertrag                   security, efficiency and renewable
  acquire Parques Eolicos Gestinver,                 and Swiss energy storage provider               energy in Armenia, Azerbaijan,
  a Spanish company with 132 MW of                   Leclanché. ENGIE has acquired a                 Belarus, Georgia, the Republic of
  wind capacity.                                     majority stake in French hydrogen-              Moldova and Ukraine. Moldova
                                                     based power storage firm Electro                has already commenced policy
• Policy support for renewables to
                                                     Power Systems.                                  discussions around energy efficiency
  continue: The EU has extended
                                                                                                     reforms. In February, Norway’s
  its 20% renewable target by                      • Focus on EV charging: The UK’s
                                                                                                     Statkraft signed agreements to buy
  2020 to 35% by 2030. In France,                    National Grid plans to build super
                                                                                                     and resell electricity from three
  the government will simplify                       rapid charging stations at 50
                                                                                                     Polish wind farms, with an 80 MW
  administrative procedures to fast-                 motorway sites at an estimated
                                                                                                     combined capacity, to boost its
  track wind power projects and help                 cost of between US$618.5m and
                                                                                                     onshore renewable energy and
  meet its target of doubling installed              US$1.2b. In Spain, Iberdrola will
                                                                                                     market operations.
  wind generation capacity to 26 GW                  install 25,000 EV charging points
  by 2023.                                           by 2021.

     EY Europe Transaction Advisory Services P&U contacts

     Miles Huq                            Grigory Arutunyan                  Stéphane Kraft
     EY Global Transactions P&U Leader    Commonwealth of                    Western Europe and Maghreb TAS
     Baltimore, Maryland, US              Independent States                 P&U Leader
     +1 410 783 3735                      TAS P&U Leader                     Paris, France
     miles.huq@ey.com                     Moscow, Russia                     +33 1 55 61 09 28
                                          +7 495 641 2941                    stephane.kraft@fr.ey.com
     Arnaud De Giovanni                   grigory.s.arutunyan@ru.ey.com
     EMEIA TAS P&U Leader                                                    Michael Bruhn
     Paris, France                        Umberto Nobile                     Nordics TAS P&U Leader
     +33 1 55 61 04 18                    Mediterranean TAS P&U Leader       Copenhagen, Denmark
     arnaud.de.giovanni@fr.ey.com         Milan, Italy                       +45 2529 3135
                                          +39 02 8066 93744                  michael.bruhn@dk.ey.com
     Remigiusz Chlewicki                  umberto.nobile@it.ey.com
     Central & Southern Europe
     TAS P&U Leader                       Andreas Siebel
     Warsaw, Poland                       Germany, Switzerland and Austria
     +48 22 557 7457                      TAS P&U Leader
     remigiusz.chlewicki@pl.ey.com        Düsseldorf, Germany
                                          +49 211 9352 18523
                                          andreas.siebel@de.ey.com

18   | Power transactions and trends: Q1 2018
Power transactions and trends: Q1 2018 |   19
Power transactions and trends Q1 2018

  Asia-Pacific
     Chinese merger boosts a slower quarter

The Asia-Pacific power and utilities (P&U) sector continues                             China remains the region’s growth story, with both
to be a region of contrasts, marked by the varying investment                           domestic and outbound deals and a greater focus on
drivers of diverse economies. In Q1 2018, total deal                                    greenfield investment in Q1 2018. In one example, General
value in the region cooled to US$5.8b, from a Q4 high of                                Nuclear Power announced plans to build 3 GW of offshore
US$13.8b. Volume in the region also declined 46% to 27 —                                wind capacity in the country. China also hosted the region’s
the lowest in three-and-a-half years.                                                   largest deal of the quarter — the announced merger of the
                                                                                        coal generation assets of GD Power and China Shenhua.
Chart 9: Asia-Pacific deal value and volume, by segment                                 This was a strategic move prompted by the Chinese
(announced asset and corporate-level deals, Q1 2016–Q1 2018)                            Government’s supply side reform that aims to shed excess
                                                                 60
                                                                                        generation capacity and enhance operating efficiencies.
       50
                                                                                        The resulting company, China Energy Group, will emerge as
                                                                 50
       40                                                                               a generation giant with 78 GW of coal generation capacity.
                                                                      Number of deals

                                                                 40
       30
                                                                                        India is continuing to focus on renewable energy as the
US$b

                                                                 30
       20                                                                               country works toward a 2020 target of 100 GW of installed
                                                                 20
                                                                                        solar. In a push to meet the target, the government
       10                                                        10
                                                                                        recently introduced a “rent-a-roof” policy where developers
       0
             Q1   Q2   Q3   Q4   Q1   Q2   Q3   Q4   Q1
                                                                 0                      can rent residential rooftops and offer a solar lease to each
            2016 2016 2016 2016 2017 2017 2017 2017 2018                                household. The central government has also announced
            Generation     Renewables     T&D       Integrated                          a US$3.5b subsidy program to incentivize rooftop solar
            Water and wastewater    Others        Deal volume                           through 2022.
Source: EY analysis based on Mergermarket data.

               $
                                   US$5.8b                                                                     76%
                                    deal value, a decrease of                                                  of total deal value contributed
                      $
                             $      58% quarter-on-quarter                                                     by Q1’s biggest deal

20      | Power transactions and trends: Q1 2018
Australia, a country that usually attracts significant M&A,   Asia-Pacific is an interesting market to watch — upcoming
seems to be in a holding pattern. The federal government’s    policy decisions (or indecision) will determine the state of
National Energy Guarantee policy has the potential to         play for the remaining year.
significantly affect contracting arrangements in the
National Electricity Market, so investors are remaining
cautious.

  Q1 2018 transactional highlights
  • S
    ► harp drop in investment:              Dongfang Energy announced plans         1 MW lithium-ion energy storage
     Investment in the region decreased     to build a US$7.3b concentrated         pilot project in Changhua County,
     58% from Q4 2017 to US$5.8b.           solar plant (CSP) plant in Mongolia     Taiwan. In Australia, the state
     Deal value dropped 90% in              with a total capacity of 2 GW.          government of Victoria announced
     renewables and 100% in integrated      Another Chinese utility, Zhongmin       plans to build two large-scale
     assets quarter-on-quarter.             Energy, will invest US$91.3m to         batteries of capacity — 25 MW/
                                            develop a 72 MW wind farm in            50 MWh and 30 MW/30 MWh — in
  • Renewables drive deal volume:
                                            China. In an auction in early April,    partnership with the Australian
    While the value of clean energy
                                            Malaysia awarded utility solar          Renewable Energy Agency (ARENA)
    M&A fell in Q1, the volume of these
                                            projects with a total capacity of       and two consortia of energy
    deals (10) made up the bulk of the
                                            1,228 MW.                               companies as part of its Energy
    quarter’s transactions.
                                                                                    Storage Initiative.
                                          • Investment focus on energy
  • Greenfield investment in
                                            storage: Danish utility Ørsted
    renewables increases: Chinese
                                            A/S announced plans to set up a
    energy firm SPIC Shijiazhuang

                                                                                         Power transactions and trends: Q1 2018 |   21
Asia-Pacific regional capital flows, Q1 2018
Image 4: Investment activity in Asia-Pacific by country, (Q1 2018)*

                                                                                                                          Japan
             China                                                                                                        Investment value
             Investment value                                                                                             US$0.3b (6%)
             US$4.8b (83%)
             Investment value
             US$0.9b (32%)

              India
              Investment value
              US$0.3b (6%)

                                                                                                                       Malaysia
                                                                                                                       Investment value
                                                                                                                       US$0.2b (7%)
            Rest of the region
            Investment value
                                                          Australia
            US$0.4b (6%)
                                                          Investment value
            Investment value
                                                          US$1.6b (55%)
            US$0.2b (6%)
                                                                                                                             Total
                                                                                                                             Investment value
                                                                                                                             US$5.8b
                                                                                                                              Investment value
         Top investment destinations                 Top outbound investing countries                                         US$2.9b
     *Note: Percentages may not add to 100% due to rounding.

Top five Asia-Pacific deals, Q1 2018
All deal values indicated are announced deals with disclosed enterprise values comprising equity and debt components.

 Announcement          Target                 Target country/     Bidder               Deal value   Bidder rationale                         Segment
 date                                         bidder country                           (US$)

 1 March               GD Power               China/China         GD Power             4.4b         Joint venture is in line with the        Generation:
                       Development                                Development Co.                   strategies of GD Power Development       coal
                       Co., Ltd. (22                              Ltd./China Shenhua                and China Shenhua Energy to
                       subsidiaries);                             Energy Company                    reduce competition and improve
                       China Shenhua                              Limited Joint                     core competitiveness
                       Energy Company                             Venture
                       Limited (18
                       subsidiaries)
 26 February           Green Power            Japan/US            Pattern Energy       0.2b         Helps PEGI enter Japanese                Renewables:
                       Tsugaru GK                                 Group Inc. (PEGI)                 renewables market, grow its              wind
                                                                                                    portfolio and enhance economics

 16 March              The Hub Power          Pakistan/           Mega Conglomerate    0.2b         Aligns with Mega Conglomerate’s          Generation:
                       Company Limited        Pakistan            (Private) Limited                 plans to diversify its investment        thermal
                       (16.83% stake)                                                               portfolio
 29 January            Sterlite Grid Ltd      India/India         Sterlite Power       0.2b         Helps Sterlite Power strengthen its      T&D:
                       (28.4% stake)                              Transmission                      position in the power transmission       electricity
                                                                  Limited                           market
 22 January            ReNew Power            India/Canada        Canada Pension       0.1b         Helps CPPIB to enter Indian              Renewables:
                       Ventures Pvt. Ltd.                         Plan Investment                   renewable energy market                  solar and
                       (6.3% stake)                               Board (CPPIB)                                                              wind
                                                                                                            Sources: EY analysis based on Mergermarket data.

22    | Power transactions and trends: Q1 2018
Valuations snapshot
The P&U sector traded                                       T&D assets traded at a current                                   average multiple of 11.8x. The EV/
                                                            market capitalization weighted                                   NTM EBITDA multiple traded in line
at a current market                                         average EV/NTM EBITDA multiple of                                with average sector valuations (1%
capitalization weighted                                     9.4x, a 12% discount to the historic                             discount). The five-year historic CAGR
                                                            average multiple of 10.7x. The                                   of EBITDA was 13%, but analysts
average EV/NTM                                              current multiple was also in line with                           predict this growth to slow to 3%
EBITDA (enterprise                                          the current average sector valuations.                           over the next two years.
                                                            Over the past five years, the
value by next 12                                            compound annual growth rate (CAGR)
                                                                                                                             IPP assets traded at a current market
                                                                                                                             capitalization weighted average EV/
months’ earnings                                            of T&D EBITDA was 1%, and analysts                               NTM EBITDA multiple of 9.1x, a 29%
before interest, tax,                                       are forecasting some upside with the                             discount to the historic multiple of
                                                            expected CAGR increasing to 3% over                              12.8x. The EV/NTM EBITDA multiple
depreciation and                                            the next two years.                                              traded at a 9% discount to the
amortization) multiple                                      Renewable assets traded at a current                             sector average due to continuing
                                                            market capitalization weighted                                   bearish market sentiment. Despite
of 9.5x during Q1, a
                                                            average EV/NTM EBITDA multiple of                                this, private equity investors remain
22% discount to the                                         11.3x, a 16% premium to the historic                             attracted to these assets as seen by
long-term historic                                          average multiple of 10.7x. The EV/                               the recent acquisition of The Hub
                                                            NTM EBITDA traded at a 20% premium                               Power Company (Hubco) by private
average multiple of                                         to the average sector valuations due                             equity firm Mega Conglomerate who
12.2x. Renewables                                           to ongoing demand for these assets.                              paid a premium of 9.2% over Hubco’s
                                                            Over the past five years, the CAGR                               closing share price one day prior to
traded at a premium to                                      of EBITDA was 5%, with some upside                               the deal announcement. Over the last
sector multiples, while                                     forecasted as CAGR is estimated to                               five years, the CAGR of EBITDA was
                                                            reach 6% for the next two years.                                 2%; however, analysts are forecasting
all other assets traded                                                                                                      an upside in growth that will see this
                                                            Integrated assets traded at a current
at a discount.                                              market capitalization weighted                                   figure reach 6% over the next two
                                                            average EV/NTM EBITDA multiple of                                years.
                                                            8.1x, a 32% discount to the historic

Chart 10: Market capitalization weighted average EV/NTM                                    Chart 11: Adjusted market capitalization weighted EBITDA CAGR
EBITDA trading multiples for select utilities (Q1 2013–Q1 2018)                            for select utilities5

40.0x
35.0x                                                                                                                             13%                          12%
30.0x
25.0x
20.0x
                                                                                                                        6%                            6%
15.0x
                                                                                                                                                 5%
10.0x                                                                                                3%                                 3%                           3%
     5.0x                                                                                                          2%
                                                                                                1%
       0
         Mar          Mar           Mar           Mar            Mar            Mar               T&D               IPP           Integrated    Renewables      Sector
        2013         2014          2015          2016           2017           2018
               T&D       Renewbales          Integrated        IPP         Sector             Five-year historic EBITDA CAGR          Two-year forward EBITDA CAGR

Sources: Bloomberg, EY analysis.
Note: The valuations analysis only contains pure-play publicly listed companies in each relevant market segment.
 Historic EBITDA CAGR: five-year (Q1 2013–Q1 2018) compound annual growth rate (CAGR) of select utilities’ market capitalization weighted adjusted EBITDA;
5

 two-year forward EBITDA CAGR: two-year forward from Q1 2018 compound annual growth rate (CAGR) of select utilities’ market capitalization weighted adjusted EBITDA.

                                                                                                                                 Power transactions and trends: Q1 2018 |   23
M&A capital outlook and investment hotspots
• Consolidation in Indian renewable               in India to meet increasing demand       • Vietnam emerges as an investment
  energy market to drive deal                     with an investment of US$309m.             hotspot: Investors are keen to
  activity: Solar auctions in India               Japanese multinational SoftBank            capitalize on ongoing market
  have driven a sharp decline in solar            Group and Chinese solar energy             reforms. Local company Thien Tan
  tariffs, which is eroding investor              company GCL System Integration             Group plans to develop 1,000 MW
  returns and has the potential                   Technology have entered into a             of solar capacity through 2021 with
  to push a trend toward market                   US$930m joint venture to develop           an investment of US$2b. Thai solar
  consolidation. Renewable company,               4 GW of solar energy in India. Italy’s     energy company Superblock has
  Greenko, is in talks to purchase                Enel plans to invest more than             announced it will invest US$650m
  Orange Renewables, an India-based               US$290m in a new 285 MW wind               in building three offshore wind
  wind and solar energy producer, for             power farm in Gujarat. The Indian          farms with a total capacity of
  an expected price of US$1b. Indian              state of Tamil Nadu is expected to         700 MW. Another Thai energy
  conglomerate Shapoorji Pallonji                 tender for 1.5 GW each for solar and       company, Gulf Energy Development,
  Group has put its entire solar                  wind energy projects during 2018.          plans to develop a US$66m solar
  portfolio of more than 400 MW                                                              farm through a joint venture with
                                                • Thermal power under pressure:
  on the market, while Essel                                                                 an undisclosed domestic firm.
                                                  Under its Renewable Energy 3020
  Infraprojects, part of another                                                             Sterling and Wilson, an India-based
                                                  plan, the South Korean Government
  conglomerate (Essel Group), plans                                                          engineering, procurement and
                                                  has committed to retire 2.3 GW of
  to sell 215 MW of solar capacity.                                                          construction (EPC) company, has
                                                  coal-fired capacity and not authorize
                                                                                             announced plans to construct
• India to remain a greenfield                    any new licenses for coal-fired
                                                                                             300 MW of solar PV plants with
  investment hotspot: India’s                     plants. The plan also requires
                                                                                             an investment of US$250m by
  renewable energy market is also                 existing coal plants to reduce carbon
                                                                                             June 2019.
  attracting greenfield investment,               emissions by 40% by 2022 and
  which is driven by strong policy                58% by 2030. In Japan,
  support. Chinese solar developer                Chubu Electric has announced that
  LONGi Green Energy Technology has               it will decommission 500 MW of
  announced plans to set up a solar               oil-fired generation and 220 MW of
  equipment manufacturing facility                gas-fired power.

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24   | Power transactions and trends: Q1 2018
Power transactions and trends Q1 2018

 Africa and
 the Middle East
     Renewable energy and nuclear power in the spotlight

Across Africa and the Middle East, the push toward clean                African Development Bank’s (AfDB) New Deal on Energy
energy continues — but for very different reasons.                      for Africa aims to “light up and power Africa” and includes
                                                                        a call for the continent’s countries to increase their share
In Africa, access to electricity remains a primary concern.
                                                                        of GDP devoted to the energy sector from 0.3% to 3.4%
While The World Bank forecasts that 1 billion people in
                                                                        by 2025. The Bank also announced that 100% of its 2017
Sub-Saharan Africa may gain access to electricity by 2040,
                                                                        power sector investments were in renewables.
an estimated 530 million will remain without power. The

Chart 12: Forecasted nuclear capacity growth in the Middle East         Chart 13: Africa and the Middle East deal value (announced
(2018–2028)                                                             asset and corporate level deals, 2010–Q1 2018)
     16                                                                        7000
     14                                                                        6000
     12                                      15%                               5000
     10                                                                        4000
                                                                        US$m

     8
GW

                                                                               3000
     6
                                                                               2000
     4
                                                                               1000
     2
                                                                                  –
     0                                                                                2010   2011   2012   2013    2014   2015   2016   2017     Q1
          2018         2020        2022            2024   2026   2028                                                                           2018

Source: International Energy Outlook 2017.                              Source: Bloomberg New Energy Finance.

                              200 GW                                                                   US$12b
                                                                                                       planned renewables investment
                              solar development planned for
                                                                                                       by the African Development Bank
                              Saudi Arabia — the world’s largest
                                                                                                       in 10 central African countries

                                                                                                           Power transactions and trends: Q1 2018 |   25
Financing of African energy projects is heavily dependent            home systems, announced the launch of a US$20m debt
on developmental institutions, such as the AfDB, but                 financing program to expand off-grid energy and service
we are seeing the private sector play a bigger role in               provision in East Africa.
infrastructure development. In April, South Africa signed
                                                                     In the Middle East, focus is on reducing reliance on oil. In a
a US$4.7b renewable energy contract with 27 renewable
                                                                     landmark agreement that aligns with its Vision 2030 plan,
energy independent power producers (IPPs) that will
                                                                     Saudi Arabia has signed a memorandum of understanding
account for 30% of the country’s electricity production.
                                                                     (MoU) with Japan’s SoftBank Group to develop a US$200b
Africa is also attracting more investment in distributed             solar power development. If completed, the solar plant
generation. In April, ENGIE completed the acquisition (for           will be the world’s largest and see the region emerge as a
an undisclosed value) of Fenix International, an energy              major solar power exporter. Nuclear electricity generation
company offering home solar systems. In January, Off                 in the Middle East is also set to increase from 3.6 GW in
Grid Electric, a US-based company providing rooftop solar            2018 to 14.1 GW by 2028. Saudi Arabia plans to construct
in Africa, raised US$50m in venture capital financing to             16 nuclear power reactors over the next 20 to 25 years at
move into Ghana in partnership with EDF. Also in January,            a cost of more than US$80b.
Azuri Technologies, a UK-based provider of PayGo solar

     Q1 2018 transactional highlights
     • Foreign investors acquire local            central Africa. Canada’s Reservoir       UK-based private equity (PE)
       companies to expand into                   Capital Corporation acquired a           firm, plans to invest at least
       Africa: investors from the US,             60% stake in Nigerian hydropower         US$250m to develop gas-fired
       Japan and the UK conducted                 company Kainji Power Holding             and renewable power in Africa to
       four deals worth US$0.4b in                Limited.                                 achieve 1 GW installed capacity
       African integrated, water and                                                       by 2019. UK PE firm Helios
                                                 • Greenfield transactions in
       wastewater, and renewables                                                          Investment Partners, together
                                                   renewables continue: Sterling
       companies. The Commonwealth                                                         with African Infrastructure
                                                   and Wilson, a global solar EPC
       Development Corporation, a                                                          Investment Managers, has
                                                   company, is planning a 54.3 MW
       UK state-owned development                                                          invested US$30m in Starsight,
                                                   solar plant in Zambia. French
       finance institution, in partnership                                                 a Nigeria-based energy services
                                                   utility Voltalia plans to build
       with A P Moller Capital’s Africa                                                    company. South African Water
                                                   two small hydropower plants in
       Infrastructure Fund, acquired                                                       Works, a consortium of a South
                                                   Morocco with capacities of 9.8 MW
       Zambian transmission and                                                            African infrastructure fund and
                                                   and 7.2 MW, respectively. In June,
       generation company Copperbelt                                                       other strategic investors, has
                                                   Dubai will launch a tender to build
       Energy Corporation for US$385m                                                      acquired Sembcorp Silulumanzi
                                                   its first hydroelectricity power
       to expand renewable energy                                                          Pty Ltd, which provides water
                                                   plant with installed capacity of
       generation in that country. ENGIE                                                   and wastewater services in South
                                                   250 MW.
       acquired two West African energy                                                    Africa, and a 73.4% stake in water
       services companies — Afric Power          • Financial sponsors accelerate           and sanitation company Sembcorp
       and Tieri — to set up a regional            investments in Africa: Denham           Siza Water for US$67.7m.
       platform to expand into west and            Capital Management LP, a

26    | Power transactions and trends: Q1 2018
Top five Africa and the Middle East deals, Q1 2018
 Bidder company/country                 Target country      Project description                                                Segment

 SoftBank/Japan                         Saudi Arabia        Signed a MoU to build world’s largest US$200b solar park in        Renewables: solar
                                                            Saudi Arabia
 EleQtra and ENGIE/Africa and France    Ghana               Developing a US$120m 50 MW wind project in Ghana’s                 Renewables: wind
                                                            Greater Accra Region
 ENI/Italy                              Egypt               Developing a 50 MW solar power plant for US$50m                    Renewables: solar

 South Korean investors/South Korea     Iran                Investing US$44m in a 17 MW solar power plant                      Renewables: solar

 Iberdrola SA/Spain                     Qatar               Investing US$12.4m in a research and development center            Renewables
                                                            to expand its clean energy business in the Middle East

M&A capital outlook and investment hotspots
• Policies and regulations will further           US$346m pumped storage hydro                    • Egypt to remain attractive
  boost renewables: As part of its Solar          power plant in Morocco. In Iran,                  investment destination: In January,
  Power Project Plan 2030, Saudi                  South Korean investors plan to invest             UAE-based Masdar and Japan’s
  Arabia aims to produce 200 GW of                US$44m in a 17 MW solar power                     Marubeni Corp. agreed to develop
  solar power by 2030. Morocco is                 plant, and Italian renewable energy               800 MW of wind power in Egypt.
  planning to develop an additional               services provider Maresca Group has               Italy’s Eni has tendered for the
  1.5 GW of wind and solar generation             announced it will construct two                   development of a 50 MW solar plant
  capacity by 2020 to achieve its target          100 MW solar PV parks.                            with a total investment of US$50m,
  of 42% renewable energy by 2020.                                                                  while The World Bank is providing
                                                • Increased focus on rooftop PV:
  Bahrain has raised its renewable                                                                  guarantees of up to US$102.6m
                                                  d.light, a Kenya-based off-grid
  energy target from 5% to 10% by                                                                   for the construction, operation and
                                                  solar product distributor, has
  2035 and has mandated installation                                                                maintenance of six Egyptian solar
                                                  secured US$25m of funding from
  of solar panels on new buildings.                                                                 parks totaling 250 MW.
                                                  the European Investment Bank to
• Increased focus on nuclear power                distribute “solar kits,” which include          • Ghana emerges as new investment
  generation: Sudan is developing a               a solar panel, battery, LED lightbulbs            hotspot: ENGIE and EleQtra, a
  road map for nuclear and has signed             and a recharging device, to enable                company that develops power and
  a contract with Russia to build nuclear         households to access energy without               transportation projects in sub-
  power in the first half of 2019.                relying on the grid. In a similar                 Saharan Africa, will invest US$120m
  Russia is also in early discussions             scheme, telecommunications giant                  to develop a 50 MW wind project
  with Ethiopia about developing a                Orange is partnering with UK-based                in Ghana’s Greater Accra Region
  nuclear energy program. The Kenya               renewable energy firm BBOX to roll                by early 2019. Yam Pro Energy, an
  Nuclear Electricity Board is planning           out up to half a million solar kits               Israel-based clean energy company,
  the development of a nuclear energy             in four African nations by 2023.                  and India’s Shapoorji Pallonji Group
  plant by 2027 at an estimated                   In Nigeria, Rensource Energy has                  plan to build a 150 MW wave-power
  cost of US$5b.                                  launched the country’s first solar                station for US$18m. Solar PV
                                                  micro-utility project to provide                  provider Off Grid Electric has secured
• Foreign investment to continue: In
                                                  power to over 12,000 shops in Kano.               US$55m in venture capital funding to
  January, France’s VINCI Construction
                                                                                                    expand into Ghana.
  won a contract to construct a

    EY Africa and the Middle East Transaction Advisory Services P&U contacts
    Miles Huq                                     Bruce Harvey                                     David Lloyd
    EY Global Transactions P&U Leader             Africa TAS Power & Utilities Leader              Middle East TAS Power & Utilities Leader
    Baltimore, Maryland, US                       Johannesburg, South Africa                       Riyadh, Saudi Arabia
    +1 410 783 3735                               +27 11 772 5352                                  +966 11 215 9852
    miles.huq@ey.com                              bruce.harvey@za.ey.com                           david.lloyd@sa.ey.com

                                                                                                        Power transactions and trends: Q1 2018 |   27
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